SecProbe.io

Mail Stop 4561         September 26, 2008  A. Dale Mayo Chief Executive Officer Access Integrated Technologies, Inc. 55 Madison Avenue, Suite 300 Morristown, New Jersey 07960
Re: Access Integrated Technologies, Inc.
 Form 10-K for the fiscal year ended March 31, 2008
Filed on June 16, 2008 Form 10-Q for the quarterly period ended June 30, 2008
Filed on August 11, 2008
 File No.  000-51910

Dear Mr. Mayo:

We have reviewed your response letter  dated September 5, 2008 in connection
with the above-referenced filings and have the following comments.  If indicated, we
think you should revise your docum ent in response to these comments.  If you disagree,
we will consider your explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as deta iled as necessary in your expl anation.  In some of our
comments, we may ask you to provide us w ith supplemental information so we may
better understand your disclosure.  After re viewing this information, we may raise
additional comments.  Unless otherwise noted, where prior comments are referred to they
refer to our letter dated August 6, 2008.
 Form 10-K for the fiscal year ended March 31, 2008

 General

 1. We note that you did not provi de the acknowledgements that  appear at the end of
our prior comment letter.  Please submit the representations from the company in
your next response letter.
 Item 1. Business

2. We note that your response to prior comment 23 does not address your consideration of Item 101(b) of Regulation S-K.  As stated  in our previous
comment, in your Business section, please disc lose or provide a cross-reference to
the notes to the financial statements of financial information regarding each of the
company’s three reporting segments including revenues from customers, a measure of profit or loss a nd total assets for each of the last three years.

A. Dale Mayo
Access Integrated Technologies, Inc.
September 26, 2008 Page 2  Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations

 3. We note that the entirety of your proposed  disclosure in your response to prior
comment 4 regarding Phase II deployment is not contained in the Form 10-Q for
the quarter ended June 30, 2008.  Further,  your response regarding the financing
that you intend to pursue and the course of action if you are unable to secure
funding seems general.  In future filings , please provide as much specificity as
possible regarding your future  financing plans and discu ss the alternatives that
you will consider if none of your fi nancing options are successful.
 Critical Accounting Policies, page 23

 4.       Your response to prior comment 5 i ndicates that you will a dd disclosures stating
that you primarily rely upon third party valuation reports
 to estimate the fair value
of goodwill and intangible assets.  Please de scribe the nature and extent of the
specialist involvement in your determination of the fair value.  See Securities Act
Rule 436 of Regulation C.
 Liquidity and Capital Resources, page 28

5. We note your response to comment 7 th at you will provide an enhanced
discussion of the primary drivers of the busin ess in future filings.  It appears that
the disclosure in the Liquidity and Capital Resources section of the Form 10-Q for the quarter ended June 30, 2008 does not cont ain this enhanced disclosure.  Please
advise.
 Notes to the Consolidated Financial Statements

 Note 2. Summary of Significant Accounting Policies

 Revenue Recognition, page F-14

 6. Your response to prior comment 13 indi cates that the revenue recognition policy
was revised to include more informa tion regarding your major sources of
revenues.  Consider providing additional disclosures to describe the timing of recognition and the basis for meeting the re levant revenue recognition criteria for
each type of deliverable you offer.  Provi de us with any proposed revisions to
your disclosures describing how you recognize revenue.  Refer to SAB Topic 13B, Question 1.
 7. We note from your response to prior co mment 14 that software licenses are
accounted for in accordance with SOP 97-2, however, other services such as IT
consulting and software maintenance services are accounted for in accordance SAB 104 since they are covered by separate  contractual arrangements.  Clarify
why you do not consider these other servic es to be part of a single multiple-

A. Dale Mayo
Access Integrated Technologies, Inc.
September 26, 2008 Page 3
element arrangement.  Tell us how you cons idered each of the factors discussed in
TPA 5100.39 in accounting for these other services as separate arrangements.  If after further consideratio n you determine that the other services should be
included as part of a single multiple-ele ment arrangement, tell us whether you are
able to establish fair value (or VSOE, if applicable) for the individual elements and how you considered the separation and allocation guidance in EITF 00-21 (or
SOP 97-2, if applicable).  Your response should discuss the accounting policy for each unit of accounting as well as how un its of accounting are determined and
valued.
 8. Your response to prior comment 15 appears to indicate that your ASP service agreements are outside the scope of SOP 97-2.  However, the disclosures in your
table indicate that the ASP service arrangements are accounted for in accordance with SOP 97-2.  Please clarify the accoun ting literature relied upon for your ASP
service arrangements.  Provide us w ith any proposed revisions to your
disclosures.
 9. Your response to prior comment 16 indicat es that you will change the reference in
your table from SAB 104 to SOP 81-1 with  respect to customized software
development arrangements recognized on a percentage of completion basis.
Please confirm that you will modify your  disclosures as indicated in your
response.  Provide us with any propose d revisions to your disclosures.
 Form 10-Q for the quarterly period ended June 30, 2008

 Notes to the Consolidated Financial Statements

 Note 2. Summary of Significant Accounting Policies

 Business Combinations and In tangible Assets, page 9

 10. We note the recent drop in your stock pri ce and market capitalization since the
fiscal year ended March 31, 2008.  It appears as though this  is a triggering event
that may require you to reassess your goodwill for impairment.   See paragraph 28 of SFAS 142.  If so, please tell us how your evaluation of goodwill impairment
complies with paragraphs 19 through 22 of SFAS 142.  Explain how you determine the fair value of your reporti ng units and how your estimate of fair
value complies with paragra phs 23 through 25 of SFAS 142.
 Note 5.  Debt and Credit Facilities, page 12

 11. We note from your disclosures on page 14 th at you entered into an interest rate
swap agreement in connection with the GE  Credit Facility.  Please clarify when
you executed this swap as it appears as though the interest rate swap agreement
had commenced on August 1, 2008.

A. Dale Mayo
Access Integrated Technologies, Inc. September 26, 2008 Page 4   Item 4.  Controls and Procedures, page 28

 12. We note your statement that “In design ing and evaluating [y]our disclosure
controls and procedures, management rec ognizes that any controls, no matter how
well designed and operated, can provide onl y reasonable, not absolute, assurance
of achieving the desired control objectives.”  Please clearly state,  if true, that your
disclosure controls and procedures are designed to  provide reasonable assurance
of achieving their objectives and that  your principal executive officer and
principal financial officer concluded that your disclosure controls and procedures
are effective at that reasonable assurance level.  In the alternative, remove the
reference to the level of assurance of your disclosure controls and procedures.  Please refer to Section II.F.4 of Manageme nt’s Reports on Internal Control Over
Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports, SEC Release No. 33-8238, available on our website at
http://www.sec.gov/rules/final/33-8238.htm
.

* * * * * * *

Please respond to these comments within  10 business days or tell us when you
will provide us with a response.  Please  submit all correspondence and supplemental
materials on EDGAR as required by Rule 101 of Regulation S-T.  If you amend your
filing(s), you may wish to provide us with marked copies of any amendment to expedite our review.  Please furnish a cover letter that keys your response to our comments and provides any requested information.  Detailed co ver letters greatly faci litate our review.
Please understand that we may have addi tional comments after reviewing any
amendment and your response to our comments.
 You may contact Morgan Youngwood, Staff Accountant,  at (202) 551-3479 if
you have any questions regard ing comments on the financia l statements and related
matters.  Please address questions regard ing all other comments to Jan Woo, Staff
Attorney, at (202) 551-3453 or Barbara Jacobs, Assi stant Director at (202) 551-3730.  If
you need further assistance, you ma y contact me at (202) 551-3730.
       S i n c e r e l y ,
Stephen Krikorian Accounting Branch Chief